We are pleased to announce that attorney Kristen Schlotzhauer has successfully resolved a commercial litigation matter involving an international shipment of medical equipment, competing allegations over customs and regulatory requirements, and a shipment that became entangled in the import-and-return process.

The parties and specific settlement terms will remain confidential, but the case provides a useful reminder for businesses engaged in international transactions: when goods cross borders, a transaction that appears straightforward on paper can become significantly more complicated once customs agencies, permits, regulatory documentation, and multiple countries are involved.

How the Dispute Began

The lawsuit arose from an agreement involving the transportation of medical equipment from the United States to Peru. According to the Complaint, the company arranging the shipment was expected to transport the equipment under terms that included acting in capacities associated with ensuring compliance with export and import requirements. The plaintiff alleged that, before the shipment, it was advised that an import permit would not be necessary. That became the central issue in the case.

Once the medical equipment reached Peru, customs authorities reportedly determined that additional documentation and a permit were required before the equipment could be imported. The plaintiff alleged that it was subsequently informed that the necessary permit could not be obtained and that arrangements would instead be made to return the equipment to the United States.

The return process created another layer of difficulty. According to the Complaint, U.S. Customs and Border Protection later required additional information and FDA-related documentation before the equipment could be returned. The plaintiff alleged that the equipment remained tied up in that process and asserted that the situation caused it financial losses. From there, what began as a shipping problem became a commercial lawsuit.

The Case Involved Far More Than a Shipping Delay

The plaintiff brought multiple legal theories, including breach of contract, alleged violations of Florida’s Deceptive and Unfair Trade Practices Act, fraudulent misrepresentation, negligent misrepresentation, and unjust enrichment.

Those claims effectively asked several important questions. Who was responsible for determining the regulatory requirements before the shipment left the United States? What exactly had each party agreed to do? Who possessed the documentation necessary to satisfy foreign and domestic customs authorities? And, perhaps most importantly, what representations had actually been made before the transaction occurred? The defendant strongly disputed the plaintiff’s version of events.

Among other defenses, the defendant contested the existence and scope of the alleged contract, challenged the plaintiff’s fraud and consumer-protection theories, and maintained that the problems arose because the plaintiff failed to provide permits, FDA materials, health inspection information, and other documentation allegedly required by authorities in Peru and the United States. That distinction matters.

In commercial litigation, it is common for both sides to agree on the basic sequence of events, goods were shipped, customs became involved, documents were requested, but strongly disagree about who was legally responsible when something went wrong. That is where experienced litigation counsel becomes especially important.

International Transactions Create Unique Legal Risks

International commerce introduces issues that simply do not exist in an ordinary domestic transaction. Businesses may have to navigate customs regulations in several jurisdictions, importer-of-record and exporter-of-record obligations, product-specific permits, FDA requirements, foreign health or safety regulations, shipping documentation, and requirements that sometimes do not become apparent until a shipment is physically inspected.

The lesson for businesses is straightforward: the written agreement matters, but so does the allocation of regulatory responsibility. Before goods are shipped internationally, businesses should understand exactly who is responsible for determining whether permits are required, obtaining those permits, supplying technical or regulatory documents, communicating with customs authorities, and addressing the situation if a shipment is rejected or detained.

Those responsibilities should not be left to assumptions. A contract that simply says one party will “handle shipping” may not adequately answer the questions that matter most when a shipment encounters regulatory problems.

Why Settlement Can Be a Successful Litigation Result

After litigating the dispute, attorney Kristen Schlotzhauer was able to bring the matter to a negotiated resolution.

Settlement does not mean that either side’s allegations were judicially established as true, nor does it necessarily mean that either party conceded liability. Instead, a well-negotiated settlement can allow clients to control risk, avoid the expense and uncertainty of trial, and move forward without allowing a commercial dispute to consume additional time and resources. That is particularly important in business litigation.

Winning is not always defined by obtaining the largest possible judgment after years of litigation. A successful result can also mean identifying the client’s objectives, understanding the strengths and weaknesses of the evidence, controlling litigation costs, and negotiating a resolution that makes business sense. The best litigation strategy is not simply aggressive. It is strategic. Shipping Shipping Shipping Shipping Shipping Shipping Shipping

If you need help with a legal dispute, please don’t hesitate to contact one of our experienced attorneys at 305-570-2208. 

You can also contact our team directly at: arianna@ayalalawpa.com                            

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

Raising capital can be an exciting milestone for a growing business. An investor believes in what you are building, and suddenly you have the money you need to hire employees, open another location, purchase equipment, or expand into a new market. But there is an important distinction between getting an investment and taking someone’s money.

When you raise capital, you are entering into a legal relationship with an investor. The structure of that relationship can affect your ownership, decision-making authority, future fundraising, and even your personal liability. Before accepting a check, it is worth understanding the legal side of raising capital.

What Does Raising Capital Mean for a Business?

Business owners can raise capital in different ways. A company might bring in an equity investor, borrow money, issue a convertible security, or structure another type of investment. The important question is not simply, “How much money are we raising?” But it is also, “What is the investor receiving in exchange for that money?”

An investor may receive an ownership interest, repayment rights, voting rights, preferred rights, or other contractual protections. Those rights should be clearly defined before money changes hands.

Do I Need a Lawyer to Raise Money for My Business?

There is no rule that says every business must hire a lawyer before raising capital, but raising money can create legal obligations that are easy for business owners to underestimate.

Securities laws can apply when a company offers an ownership interest or certain investment arrangements. Depending on how the offering is structured, the company may need to register the offering or rely on an available exemption.

That means the legal structure should be considered before you start soliciting investors, not after the investment has already been accepted.

What Legal Documents Do You Need to Raise Capital?

The documents depend on how the investment is structured. For an equity investment, the transaction may involve documents such as a term sheet, subscription agreement, investor representations, amended operating or shareholder agreements, and other corporate records.

The purpose of these documents is not simply to make the transaction look official. They establish exactly what the investor is receiving and what everyone agreed to. A handshake understanding that an investor will “get 10%” can become a serious problem when the business becomes more valuable and the parties remember the deal differently.

How Much Ownership Should I Give an Investor?

This is one of the most important questions in raising capital. Giving an investor 20% of your company does not simply mean giving away 20% of today’s business. That ownership can affect future financing, distributions, voting rights, and the value of the founder’s remaining interest.

Business owners should consider both valuation and control before agreeing to an ownership percentage. An investment that solves today’s cash-flow problem could create a much larger ownership or governance problem later if the deal is poorly structured.

What Rights Can Investors Ask For?

Investors may negotiate for rights beyond basic ownership.

Depending on the transaction, those rights could address:

• Voting and management decisions
• Information and financial reporting
• Future financing
• Transfers of ownership interests
• Distributions
• Sale of the company
• Protection against dilution

These provisions can become particularly important as a company grows.

For example, an investor who owns a minority interest may still have significant influence if the investment documents give that investor approval rights over certain major business decisions.

What Is Due Diligence When Raising Capital?

Investors typically want to understand what they are investing in before committing their money. That can involve reviewing the company’s financial information, contracts, ownership structure, intellectual property, liabilities, litigation, employees, and other important business records.

Business owners should be prepared for this process. More importantly, the information provided to investors needs to be accurate and complete. Statements about the company’s finances, operations, ownership, or future prospects can have legal consequences.

What Can Go Wrong When Raising Capital?

Many capital-raising problems do not begin with a bad investment, but with a poorly documented one. Common problems include promising ownership that was never properly documented, failing to clearly define investor rights, overlooking securities-law requirements, or creating an agreement that conflicts with the company’s existing operating or shareholder agreements.

Once multiple investors, significant amounts of money, and competing expectations are involved, fixing these problems can become considerably more expensive.

How Can a Business Lawyer Help With Raising Capital?

The best time to address the legal side of raising capital is before the deal is finalized. A business lawyer can help evaluate the proposed investment structure, review or prepare the necessary agreements, identify potential securities-law issues, and make sure the transaction fits with the company’s existing ownership and governance documents.

Capital should help your business move forward, not create a legal problem that follows you into its next stage of growth.

If you are raising capital, bringing on an investor, or negotiating the terms of a business investment, please don’t hesitate to contact one of our experienced attorneys at 305-570-2208. 

You can also contact our team directly at: arianna@ayalalawpa.com                            

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

Successful businesses do not wait for a contract dispute, shareholder conflict, regulatory problem, or lawsuit to force them to involve a lawyer. They build legal protection into the way they operate. That is the difference between using legal counsel reactively and using legal counsel strategically.

For a growing company, legal work is not simply about resolving problems after they happen, but it is also about identifying where a business is exposed and addressing those risks before they become expensive disputes.

Why Do Businesses Need Preventive Legal Counsel?

Every business makes decisions that create legal obligations. A company signs contracts, hires employees, takes on investors, purchases property, leases commercial space, works with vendors, and enters relationships with customers and business partners. The problem is that many legal risks are easy to overlook when a transaction appears straightforward.

A contract may contain a provision that creates an unexpected obligation. An operating agreement may fail to address what happens when owners disagree. A commercial lease may expose an owner to personal liability. A business transaction may move forward before adequate due diligence is completed.

By the time the problem becomes obvious, fixing it may be significantly more difficult, and more expensive.

What Is Preventive Business Law?

Preventive business law means addressing legal issues before they become disputes or liabilities. Rather than waiting for a demand letter or lawsuit, a business may have counsel review its agreements, structure transactions, identify potential liabilities, and establish protections appropriate for the company’s circumstances.

This can include contract drafting and review, shareholder and operating agreements, due diligence, corporate financing, employment and restrictive covenant agreements, intellectual property matters, commercial leases, regulatory reviews, and business restructuring.

The goal is not to eliminate every possible risk, no lawyer can promise that. The goal is to make informed decisions about risk before the business is committed to a particular course of action.

How Can a Business Prevent Contract Disputes?

A contract is supposed to establish what each party is agreeing to do, yet disputes frequently arise because the parties did not clearly define their rights and obligations at the beginning.

A business should understand more than just the price and basic scope of a deal. Provisions concerning termination, indemnification, liability, payment, performance, dispute resolution, intellectual property, confidentiality, and remedies can become extremely important if the relationship deteriorates.

Having an attorney review an important agreement before signing can give the business an opportunity to negotiate those provisions while it still has leverage. Once a dispute exists, that leverage may be very different.

How Can Business Owners Prevent Shareholder and Partner Disputes?

Ownership relationships can change over time. Partners who initially agree on everything may eventually disagree about compensation, management, distributions, new investments, a potential sale, or the direction of the company.

A carefully drafted shareholder agreement or operating agreement can address these situations before they arise. The agreement can establish decision-making procedures, ownership rights, transfer restrictions, buyout mechanisms, and other rules governing the relationship between owners.

This is particularly important because an informal understanding between business partners may not provide the same protection as clearly documented contractual rights.

Why Is Legal Due Diligence Important Before a Business Transaction?

Buying a business, entering a major commercial relationship, acquiring property, or accepting financing can create obligations that are not immediately apparent.

Legal due diligence gives a business an opportunity to examine the documents, contracts, liabilities, ownership interests, and other legal issues surrounding a transaction before committing to it.

The purpose is not simply to find reasons to walk away. It is to understand what you are actually agreeing to acquire or assume and, where possible, address problems before closing.

Is Preventive Legal Work Worth the Cost?

For sophisticated businesses, the question is often not whether legal work costs money. It is whether addressing a risk early is preferable to paying substantially more to resolve the same issue later.

Litigation can involve attorney’s fees, business disruption, management time, document production, expert expenses, settlement costs, and uncertainty. A dispute can also affect relationships with customers, employees, investors, lenders, or business partners.

Preventive legal work does not guarantee that litigation will never occur. Instead, it gives a business an opportunity to make important decisions with a clearer understanding of the legal consequences.

When Should a Business Talk to a Lawyer?

The best time is generally before signing the contract, closing the transaction, restructuring the company, or entering the relationship, not after something has gone wrong.

Sophisticated businesses understand that legal counsel can be part of the decision-making process, rather than simply the last stop when a problem becomes unavoidable.

At Ayala Law, we advise businesses on transactions, contracts, corporate matters, real estate, construction, and commercial disputes. For Florida businesses, having counsel involved early can help identify legal issues while there is still an opportunity to address them.

If you need legal assistance, please don’t hesitate to contact one of our experienced attorneys at 305-570-2208. 

You can also contact our team directly at: arianna@ayalalawpa.com                          

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

Entering the U.S. market can open the door to new customers, investors, partnerships, and significant growth. But for a foreign company, expanding into the United States involves much more than finding customers and opening a bank account.

One of the biggest mistakes an international company can make is treating its U.S. expansion as simply an extension of its existing business. The United States has its own corporate, contractual, tax, employment, regulatory, and litigation considerations.

A well-planned U.S. market entry strategy can help a foreign company establish itself while avoiding unnecessary legal and financial exposure.

Does a Foreign Company Need a U.S. Company to Do Business in America?

Not necessarily, a foreign company may be able to conduct certain U.S. activities without immediately creating a separate U.S. entity. However, the nature and extent of the company’s U.S. activities can affect whether it needs to register to do business in a particular state and what legal obligations may apply. For many international companies, establishing a U.S. subsidiary can provide a more structured way to conduct American operations.

The appropriate structure depends on what the company plans to do in the United States, where it will operate, who will own the business, and how much separation the owners want between the foreign parent and U.S. operations.

Should a Foreign Company Form an LLC or Corporation in the U.S.?

One of the first decisions is choosing the appropriate U.S. business entity. A foreign company may consider forming a U.S. LLC or corporation, depending on its business objectives and ownership structure. The choice can affect governance, liability, taxation, financing, ownership arrangements, and the company’s ability to bring in future investors.

There is no single entity that is automatically right for every foreign company. For example, a company planning to operate a U.S. subsidiary for a multinational business may have very different needs from an international entrepreneur establishing a U.S. operation for the first time.

How Do Foreign Companies Protect Their Parent Company From U.S. Liability?

A major concern for an international company entering the U.S. is protecting the foreign parent from unnecessary exposure to U.S. business disputes.

A properly structured U.S. subsidiary can help establish separation between the parent company and the American operation. But forming a subsidiary by itself does not guarantee protection.

The company’s contracts, corporate records, capitalization, banking arrangements, management practices, and relationship between the parent and subsidiary all matter. Foreign companies should therefore consider the legal structure before significant U.S. operations begin rather than trying to reorganize after a dispute arises.

What Contracts Does a Foreign Company Need When Entering the U.S.?

Entering the U.S. market usually means entering into a new network of commercial relationships.

Depending on the business, that may include customer agreements, distribution agreements, supplier contracts, employment agreements, leases, licensing arrangements, shareholder or operating agreements, and agreements with U.S. business partners.

These contracts should not simply be copied from the company’s home country and translated into English. A contract designed for another country’s legal system may not address important U.S. issues such as governing law, dispute resolution, indemnification, limitation of liability, intellectual property ownership, payment terms, or termination rights.

What Legal and Regulatory Issues Should Foreign Companies Consider?

The legal requirements depend heavily on the company’s industry and activities.

Before entering the market, a foreign business should determine which federal, state, and local requirements may apply to its operations. Depending on the business, this could involve corporate registrations, licensing, employment requirements, intellectual property, data privacy, import and export rules, or industry-specific regulations.

Companies involved in international trade should also evaluate U.S. sanctions and export-control requirements, particularly when dealing with certain countries, products, technologies, or counterparties.

How Can a Foreign Company Establish a U.S. Business in Florida?

Florida can be an attractive location for international businesses seeking access to the U.S. market, particularly companies establishing operations in South Florida, but choosing Florida does not eliminate the need for careful planning.

A foreign company establishing a Florida operation may need to address entity formation, state registration, contracts, employment matters, commercial real estate, intellectual property, banking, and ongoing corporate compliance.

For companies entering the United States through Miami or South Florida, having legal counsel involved early can help coordinate these issues before they become operational problems.

What Is the Best Way for a Foreign Company to Enter the U.S. Market?

There is no universal market-entry structure. The right approach depends on the company’s business model, ownership, industry, investment plans, and intended U.S. activities.

For many international companies, the most important step is to plan the legal structure before entering the market, rather than attempting to fix structural problems after the U.S. business is already operating.

A foreign company’s U.S. expansion may involve corporate formation, cross-border transactions, contracts, regulatory review, intellectual property, commercial real estate, and dispute planning, all of which should work together as part of the company’s broader strategy.

Ayala Law assists international companies and entrepreneurs with establishing and structuring U.S. business operations, including U.S. subsidiaries and business entities, contracts, corporate agreements, and cross-border business matters.

If your company is considering expanding into Florida or another U.S. market, please don’t hesitate to contact one of our experienced attorneys at 305-570-2208. 

You can also contact our team directly at: arianna@ayalalawpa.com                         

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

Signing a commercial lease can be one of the biggest commitments a business owner makes. The rent may be paid by the company, but a landlord may still require the owner to personally guarantee the lease. That can create a significant issue, “What happens to you personally if your business cannot pay the rent?”

A personal guarantee can potentially expose the business owner to liability beyond the assets of the company. But agreeing to a personal guarantee does not necessarily mean accepting every term the landlord initially proposes. The guarantee itself can be negotiated.

What Is a Personal Guarantee on a Commercial Lease?

A personal guarantee is a contractual promise by an individual to be responsible for certain obligations of the business tenant.

For example, your company may sign a five-year lease for commercial space. If you also sign a personal guarantee, the landlord may have the ability to pursue you personally if the company defaults, depending on the language of the guarantee.

Florida law recognizes that a guaranty can create personal liability, and the precise language of the agreement matters. In Fairway Mortgage Solutions, Inc. v. Locust Gardens, the Florida Fourth District Court of Appeal examined whether a corporate tenant’s president had personally guaranteed a commercial lease and emphasized the significance of the language used to establish the guaranty. That is why business owners should not treat the guarantee as routine paperwork.

Can You Negotiate a Personal Guarantee?

Yes, a landlord’s request for a personal guarantee does not necessarily mean you must accept unlimited personal liability. The negotiation often comes down to the scope of the guarantee. Instead of simply asking the landlord to remove it entirely, a business owner may have several options for reducing the exposure.

The right approach depends on the tenant, the property, the landlord’s requirements, and the business’s financial position.

How to Limit Personal Liability on a Commercial Lease

There are several provisions a business owner may attempt to negotiate.

Limit the Personal Guarantee to a Specific Dollar Amount

Rather than guaranteeing every obligation under the lease, the guaranty can potentially be capped at a specific amount. For example, the guarantee might be limited to a defined amount of rent, damages, or other obligations. This creates a clearer ceiling on the owner’s potential exposure.

Limit the Guarantee to a Specific Period

A guarantee does not necessarily have to continue for the entire life of the business relationship. A business owner may negotiate a guarantee that expires after a certain period, provided the lease and guaranty are drafted accordingly.

This distinction can be important. In Haggin v. Allstate Investments, Inc., the Florida Fourth District Court of Appeal held that the language of the guaranty limited the guarantor’s liability to the original lease term and specified renewal period rather than creating an unlimited continuing guaranty.

Negotiate a “Good Guy” Guaranty

A so-called “good guy” guaranty can limit the owner’s exposure when the tenant voluntarily vacates the premises and satisfies specified conditions.

The exact terms matter. Depending on the agreement, those conditions may involve providing notice, paying amounts due through the surrender date, and returning the premises in the required condition. This can give a landlord some protection while preventing a business owner from remaining personally liable for the entire remaining lease term.

Negotiate a Step-Down or Burn-Off Provision

Another option is a guarantee that decreases over time. For example, the owner might provide a larger guarantee during the first year and a reduced guarantee after the business has established a consistent payment history.

This can be particularly useful when the landlord’s concern is the financial risk associated with a new or unproven tenant.

What Should You Look for in a Commercial Lease Guarantee?

Before signing, a business owner should look beyond the words “personal guarantee” and examine exactly what obligations are being guaranteed.

Pay particular attention to:

• The duration of the guarantee
• Whether it covers lease renewals, extensions, or amendments
• Whether there is a dollar cap
• Whether it covers rent only or other lease obligations and damages
• What happens if the business assigns or subleases the premises
• Whether the guarantee can be released under specified circumstances
• Notice and default provisions

These details can materially change the amount of personal exposure involved.

Florida courts have also recognized that the language of a guaranty can determine whether liability extends to later lease modifications or renewals. In Haggin, the court relied on the plain language of the agreement in determining the scope of the guarantor’s obligations.

Does a Personal Guarantee Have to Be in Writing in Florida?

Generally, Florida’s statute of frauds requires certain promises to answer for another person’s debt or default to be in writing and signed by the person being charged. Florida Statutes § 725.01 specifically addresses promises to answer for the debt or default of another person and also addresses leases of real property for more than one year.

That does not mean every dispute over a guarantee is straightforward. The language, signatures, lease documents, amendments, and circumstances surrounding the agreement can all matter.

Should a Lawyer Review a Commercial Lease Personal Guarantee?

If you are being asked to personally guarantee a commercial lease, it is worth reviewing the guarantee before you sign it, not after your business encounters a problem.

A commercial lease is a business contract, and the personal guarantee can be one of its most consequential provisions. An attorney can review the lease and guaranty together, identify provisions that create personal exposure, and negotiate changes that better align the agreement with your business’s circumstances.

For Florida business owners, negotiating the guarantee before execution may provide an opportunity to protect personal assets while still giving the landlord the security it requires.

If you are negotiating a commercial lease in Florida, please don’t hesitate to contact one of our experienced attorneys at 305-570-2208. 

You can also contact our team directly at: arianna@ayalalawpa.com                       

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

We recently secured an important post-trial victory for our client in a Florida business litigation matter after the Circuit Court for the Seventeenth Judicial Circuit in Broward County denied the opposing party’s Motion for New Trial and Rehearing.

Our attorneys Eduardo A. Maura, Orestes D. Garcia, and Gabriel Sierra represented the client throughout the litigation and post-trial proceedings.

The ruling is significant because obtaining a jury verdict is not always the end of a commercial lawsuit. Even after trial, the losing or dissatisfied party may ask the judge to set aside portions of the verdict and conduct a new trial. Here, the Plaintiff attempted to do exactly that, and the Court denied the request.

What Happened?

The case involved claims arising from the purchase of a CNC saw used in the stone-fabrication industry. The matter proceeded to a three-day jury trial in August 2026. By the time the case went to the jury, the remaining claims included negligent misrepresentation and breach of contract.

On the breach-of-contract claim, the Court entered a directed verdict concerning $34,723 associated with the trade-in machine. The jury was then asked to determine whether additional damages should be awarded. Although the jury found a contractual breach, it awarded zero additional damages on that claim.

The Plaintiff subsequently moved for a new trial and rehearing under Florida Rule of Civil Procedure 1.530, arguing that the zero-damages verdict was contrary to the manifest weight of the evidence and legally inadequate.

Can You Get a New Trial After a Florida Jury Verdict?

A party dissatisfied with a jury’s decision may file a motion for new trial under Florida law, but filing the motion does not mean the case will automatically be tried again.

Among other grounds, a party may contend that a verdict is against the “manifest weight of the evidence” or that a damages award is legally inadequate. The important distinction is that a motion for new trial is not simply an opportunity to retry arguments that the jury already considered.

In opposing the motion, the defense emphasized that weighing conflicting evidence and determining witness credibility are traditionally functions of the jury. The defense argued that the Plaintiff had not established clear and undisputed additional damages that required setting aside the jury’s determination.

What Happens When a Business Cannot Prove Its Damages at Trial?

This case also illustrates an important lesson for businesses involved in Florida breach of contract litigation: proving that something went wrong is not necessarily the same as proving recoverable monetary damages.

The Plaintiff argued that it had suffered additional losses involving financing payments, employee wages, equipment downtime, and allegedly affected jobs. The defense responded that much of the claimed additional damages lacked documentary or sufficiently definite monetary support and that the trial evidence was disputed.

That distinction can become critical at trial. A business seeking contract damages generally must present evidence that allows the factfinder to connect the alleged breach to a legally recoverable and sufficiently established financial loss.

Why Are Motions for New Trial Important in Florida Commercial Litigation?

A favorable trial result may still require substantial post-trial litigation. Motions for new trial can seek another opportunity to litigate damages, challenge the jury’s evaluation of the evidence, or alter an otherwise favorable result.

For businesses defending these motions, the response often requires careful examination of the trial record, the evidence actually introduced, the jury instructions, and whether the moving party is attempting to obtain another opportunity to prove damages it did not sufficiently establish at trial.

The defense argued precisely that principle, contending that a party that failed to establish its claimed additional damages at trial should not receive a second opportunity to do so through a new trial.

Broward County Court Denies the Motion for New Trial

On September 24, 2026, Circuit Judge Daniel A. Casey entered an order denying the Plaintiff’s Motion for New Trial and Rehearing. The Court’s order confirms that it considered both the Plaintiff’s motion and the defense’s opposition before denying the requested relief. The order leaves intact the trial result challenged by the Plaintiff and represents another significant litigation result for Ayala Law. Litigation Litigation Litigation

For Florida businesses, the case is also a reminder that successful litigation strategy does not end when the jury leaves the courtroom. Effective representation requires protecting a client’s position through trial, post-trial motions, and, when necessary, appellate proceedings.

Need legal help? Please don’t hesitate to contact one of our experienced attorneys at 305-570-2208. 

You can also contact our team directly at: arianna@ayalalawpa.com                       

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

What happens when you are holding money that two different people claim belongs to them?

You may not actually be the person who caused the dispute, but suddenly you are caught in the middle. If you release the funds to one party and a court later determines that the other party was entitled to them, you could face another lawsuit or a claim for the same money.

This is where interpleader can become an important legal tool.In Florida, interpleader is a legal procedure that allows a person or business holding disputed funds to bring the competing claimants before the court and ask the court to determine who is legally entitled to the money.

What Is an Interpleader Action?

An interpleader action is essentially a way of saying: “I have the money, but I cannot safely determine who should receive it. Let the court decide.”

Florida Rule of Civil Procedure 1.240 permits persons with competing claims against a plaintiff to be joined as defendants when those claims could expose the person holding the funds to double or multiple liability. The person holding the funds is sometimes called the stakeholder. The competing parties claiming the money are the claimants.

The goal is not necessarily for the stakeholder to win the money. Instead, the stakeholder seeks to have the competing claimants resolve their dispute between themselves.

When Is Interpleader Used?

Interpleader can become relevant whenever competing parties make conflicting claims to the same money or property.

For example, imagine a business owes $100,000 under a contract. Two parties later claim that the payment belongs to them. The business does not want to pay the wrong party and then face a second demand for another $100,000.

Rather than simply choosing one claimant, the business may have grounds to pursue an interpleader action and ask the court to determine who is entitled to the funds.

Similar disputes can arise involving insurance proceeds, settlement funds, escrowed money, investment accounts, real estate transactions, estate-related funds, and commercial transactions.

Florida law also contains specific interpleader provisions for certain situations. For example, Florida’s lien statute permits an owner or other person holding funds for an improvement to interplead competing lienors when they dispute the amounts due.

How Does Interpleader Work in Florida?

Although the exact procedure depends on the circumstances, an interpleader dispute generally involves identifying the competing claims, bringing the claimants before the court, and placing the disputed funds under the court’s control when appropriate. The court can then determine the competing parties’ rights to the money.

Importantly, the purpose of interpleader is not simply to delay payment. Florida courts have described its purpose as allowing the parties claiming the funds to litigate their differences between themselves rather than forcing the stakeholder to defend multiple competing claims.

Once the competing claims are properly before the court, the objective is to resolve the controversy in a manner that binds the parties and avoids unnecessary additional litigation.

Who Can File an Interpleader Action?

The person or business holding the disputed funds is often the party seeking interpleader. However, Florida’s rule also allows a defendant exposed to similar multiple liability to seek interpleader through a crossclaim or counterclaim.

The important question is whether there are competing claims that create a legitimate risk of multiple liability.

This can be particularly important for businesses, financial institutions, title companies, insurers, property owners, and other parties that may temporarily hold money belonging to someone else.

Does Interpleader Decide Who Gets the Money?

Not by itself. Interpleader brings the competing claimants into the same proceeding so their respective rights can be determined. The court still has to evaluate the underlying claims and decide which party is legally entitled to the disputed funds.

In other words, filing an interpleader does not automatically mean that either claimant wins. It creates a legal framework for resolving the dispute without requiring the stakeholder to guess which claimant should be paid.

What Happens to the Money During an Interpleader Case?

Depending on the circumstances and the court’s orders, the disputed funds may be deposited into the court registry while the competing claimants litigate their respective rights. This can be especially important where releasing the funds to one party could expose the stakeholder to additional liability.

Florida courts have recognized that interpleader is designed to prevent precisely this type of problem: competing parties fighting over the same fund while the person holding it is placed in the middle.

When Should You Speak With a Florida Business Litigation Attorney?

If two people or businesses are demanding the same funds from you, do not assume that simply paying whoever demands the money first solves the problem. The correct approach depends on the source of the funds, the competing claims, the contracts involved, applicable Florida law, and the potential exposure of the person holding the money.

An attorney can evaluate whether an interpleader action in Florida is appropriate and help determine how the disputed funds should be handled while the underlying claims are resolved.

If you are involved in complex commercial disputes, including disputes involving contracts, property, funds, and competing legal claims, please don’t hesitate to contact one of our experienced attorneys at 305-570-2208. 

You can also contact our team directly at: arianna@ayalalawpa.com                      

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

Florida business owners now have a new option for structuring multiple businesses, investments, or properties under one LLC framework.

Effective July 1, 2026, Florida’s Revised LLC Act formally recognizes Protected Series LLCs, giving business owners a way to separate certain assets, liabilities, ownership interests, and operations within a single Florida LLC structure.

For entrepreneurs and real estate investors with multiple ventures, this could be an important planning tool. But a Series LLC is not simply a shortcut to avoiding liability. The structure comes with specific legal, filing, governance, and recordkeeping requirements. Here is what Florida business owners should know.

What Is a Series LLC in Florida?

A Florida Series LLC is an LLC that has designated one or more protected series. Importantly, you do not create a separate “Florida Series LLC” through a standalone filing. An existing Florida LLC becomes a Series LLC when it designates its first protected series with the Florida Department of State.

Think of the parent LLC as an umbrella. Under that umbrella, the business can establish separate protected series for different ventures, investments, or assets. Each protected series is legally distinct from the parent LLC and from the other protected series, subject to the requirements of Chapter 605.

How Does a Protected Series LLC Work?

The basic idea is separation. For example, imagine a real estate investor owns several rental properties. Instead of automatically placing every property and liability into one bucket, the investor could potentially use separate protected series for different holdings.

The law provides that, generally, a liability of one protected series is the liability of that protected series, not another protected series or the parent Series LLC merely because they are part of the same overall structure.

That distinction is one of the primary reasons business owners may consider a Protected Series LLC. However, the legal separation is not a license to treat everything as one business. The structure needs to be properly established and maintained.

How Do You Create a Protected Series in Florida?

Florida law requires the LLC to formally establish the protected series.

The company must obtain the required member approval and file a Protected Series Designation with the Florida Department of State. The protected series becomes established when that filing takes effect.

The Florida Division of Corporations currently lists the filing fee for a protected-series designation at $25 per protected series, with the designation filing submitted online. The name also matters. A protected series must include the name of the Series LLC and contain “protected series,” “P.S.,” or “PS.”

Can a Florida Series LLC Protect Different Businesses or Properties?

Potentially, yes. This is where the structure can become particularly interesting for real estate investors, entrepreneurs, and business owners with multiple ventures. A company could potentially organize different investments or business activities into different protected series rather than placing everything into one liability pool.

But the appropriate structure depends on the business, its assets, financing, contracts, ownership, tax considerations, and risk profile. A Series LLC is not automatically the right solution for every business owner.

What Are the Recordkeeping Requirements?

This is one of the most important practical considerations. If you establish multiple protected series, you need to take the separation seriously. That means maintaining appropriate records, documenting ownership and transactions, and keeping the financial activity of different series properly distinguishable.

The purpose of the structure is to create legally distinct compartments. Treating those compartments casually can undermine the planning behind the structure. For that reason, the operating agreement and internal documentation deserve just as much attention as the initial filing.

Is a Florida Series LLC the Same as Having Multiple LLCs?

No, a protected series is not a separate entity with its own separate Sunbiz record number. Instead, it exists as a protected portion of the Series LLC under Florida’s statutory framework.

That distinction matters when deciding whether a Series LLC or multiple traditional LLCs makes more sense for your business. The right structure depends on what you own, how your businesses operate, who owns them, and what liabilities you are trying to separate.

Should I Form a Florida Protected Series LLC?

For business owners with multiple assets or ventures, Florida’s new Series LLC law creates another option for asset protection and business structuring. But this is not a “file it and forget it” strategy.

Before creating a Protected Series LLC, business owners should consider the operating agreement, ownership structure, asset transfers, contracts, banking, bookkeeping, insurance, tax treatment, and compliance requirements. Florida’s Series LLC law is new, and businesses should approach the structure carefully rather than assuming that simply creating a protected series guarantees protection from every liability.

If you are considering a Florida Series LLC, Protected Series LLC, or restructuring your existing LLCs, please don’t hesitate to contact one of our experienced attorneys at 305-570-2208. 

You can also contact our team directly at: arianna@ayalalawpa.com                     

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

For years, Florida businesses have relied on non-compete agreements to protect customer relationships, confidential information, and investments in their workforce. But the rules surrounding these agreements have changed significantly.

Florida’s Contracts Honoring Opportunity, Investment, Confidentiality, and Economic Growth (CHOICE) Act created a new statutory framework for certain non-compete and garden leave agreements. The law became part of Florida’s statutes in 2025 and is now codified in Sections 542.41 through 542.45 of the Florida Statutes.

For business owners, executives, and companies that depend on protecting valuable employees and confidential business information, understanding the new law is important. A non-compete agreement that once seemed straightforward may now require a much closer look.

What Is the Florida CHOICE Act?

The CHOICE Act establishes specific rules for certain covered non-compete agreements and covered garden leave agreements.

The law applies to qualifying employees and independent contractors who meet a specified compensation threshold. Among other requirements, a covered employee generally must earn, or be reasonably expected to earn, more than twice the annual mean wage for the applicable Florida county. The law also limits a covered non-compete agreement to a period of no more than four years.

That does not mean every non-compete in Florida is automatically governed by the CHOICE Act. Whether an agreement qualifies depends on the specific language of the contract, the parties involved, the employee’s compensation, and other statutory requirements.

How Does the CHOICE Act Change Florida Non-Compete Agreements?

One of the most significant aspects of the new law is that qualifying covered non-compete agreements are expressly addressed as enforceable agreements rather than being treated as prohibited restraints of trade under Florida’s antitrust provisions, provided the statutory requirements are satisfied.

The law also establishes specific requirements concerning notice and the employee’s acknowledgment of certain circumstances surrounding the agreement. For example, a covered employee must be advised in writing of the right to seek legal counsel before signing a covered non-compete agreement. The agreement must also include certain provisions concerning confidential information or customer relationships.

These details matter. A non-compete should not simply be copied from an old employment contract and reused without considering whether it complies with the current law.

What Are Florida Garden Leave Agreements?

The CHOICE Act also addresses garden leave agreements, which operate differently from traditional non-competes. Under a covered garden leave agreement, an employee may remain employed and continue receiving compensation while being relieved of work responsibilities. During that period, the employee agrees not to take other employment without the employer’s permission.

For businesses, this can provide another contractual mechanism for protecting sensitive information and customer relationships when an employee leaves.

Can a Florida Court Enforce a Non-Compete?

Potentially, yes, but the agreement must fall within the statutory framework. The CHOICE Act establishes specific enforcement provisions for covered agreements, including circumstances involving alleged breaches. The statute also addresses preliminary injunctions and other remedies available to employers seeking to enforce qualifying agreements.

That makes the wording of the agreement particularly important. When a business is dealing with a departing executive, salesperson, manager, or other key employee, the difference between an enforceable restriction and an ineffective one can come down to the contract’s language and whether the statutory requirements were followed.

Should Florida Businesses Review Their Existing Non-Compete Agreements?

Yes, a change in the law is a good reason to review the contracts your company already uses. Business owners should consider whether their existing employment agreements, executive agreements, confidentiality provisions, non-solicitation provisions, and restrictive covenants still accomplish what the business needs while complying with Florida law.

This is especially important for companies whose value depends heavily on customer relationships, confidential information, proprietary processes, trade secrets, or highly compensated employees. A contract that was drafted under an earlier legal framework should not automatically be assumed to work the same way under the CHOICE Act.

What Should Business Owners Do Now?

Rather than waiting until an employee leaves and a dispute develops, businesses can review their agreements proactively.

A Florida business attorney can examine the company’s existing restrictive covenants, determine whether the agreements fall within the CHOICE Act, identify potential enforcement issues, and help structure future employment agreements around the company’s actual business interests.

The CHOICE Act represents an important development in Florida employment contracts and non-compete law. For businesses, understanding the law before a dispute arises can be far less complicated than trying to fix a poorly drafted agreement after an employee has already left.

At Ayala Law, we work with businesses on contracts, business disputes, and litigation involving commercial relationships. 

If your company uses non-compete agreements or other restrictive covenants, please don’t hesitate to contact one of our experienced attorneys at 305-570-2208.

You can also contact our team directly at: arianna@ayalalawpa.com                   

Schedule a case evaluation online here.

Watch our video breakdown on Florida’s new CHOICE Act here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

Buying a business is a major transaction. Whether you are acquiring a successful company, expanding an existing business, or purchasing a competitor, the way the deal is structured can have consequences long after the closing documents are signed.

One of the first questions buyers and sellers often face is whether the transaction should be structured as an asset purchase or a stock purchase. The distinction may sound technical, but it can significantly affect what you are actually buying, what liabilities you may inherit, and how much control you have over the business after the transaction.

For anyone considering a business acquisition in Florida, understanding the difference is an important first step.

What Is an Asset Purchase?

In an asset purchase, the buyer purchases specific assets of the business rather than purchasing the ownership interests in the company itself. Those assets might include equipment, inventory, intellectual property, customer lists, contracts, real estate, trademarks, or other property necessary to operate the business.

The purchase agreement should clearly identify what is included in the transaction and, just as importantly, what is not. For a buyer, this can provide an opportunity to be selective about the assets being acquired. However, the details matter. Certain contracts, licenses, permits, leases, and other rights may require separate consent or assignment.

What Is a Stock Purchase?

In a stock purchase, the buyer purchases the ownership interests of the company from its existing shareholders. The company itself generally remains in place. Its assets, contracts, employees, operations, and existing obligations remain with the company, while ownership changes hands.

This can make the transition simpler from an operational standpoint, particularly when the business depends heavily on existing contracts, licenses, relationships, or organizational structures. But there is another side to that equation: the buyer is acquiring an existing company, so the company’s obligations and potential liabilities require careful investigation.

Asset Purchase vs. Stock Purchase: What Is the Difference?

The most important distinction is relatively straightforward: An asset purchase buys selected business assets. A stock purchase buys ownership of the company itself. That difference can affect nearly every part of the transaction.

Before deciding how to structure a business purchase in Florida, buyers should consider issues such as:

• Which assets are actually necessary to operate the business?
• What liabilities could follow the transaction?
• Which contracts and leases need to be transferred?
• Are there pending lawsuits or disputes?
• Are there regulatory or licensing requirements?
• What happens to employees and existing business relationships?
• What tax consequences may result from the structure?

There is no universal answer to which structure is better. The right approach depends on the business, the parties, the assets involved, and the risks identified during due diligence.

What Liabilities Could a Buyer Inherit?

Liability is one of the biggest issues to examine when comparing an asset purchase and a stock purchase.

A buyer considering an asset transaction may have greater flexibility in determining which assets and obligations are included in the deal. However, the parties cannot simply assume that calling something an “asset purchase” eliminates every potential liability.

Similarly, a stock buyer should understand that purchasing the company’s ownership interests does not wipe the slate clean. The company continues to exist with its history and obligations.

That makes legal due diligence when buying a business extremely important.

Why Due Diligence Matters Before Buying a Business

A purchase agreement is only part of the process. Before closing, buyers should investigate the business they are acquiring and understand what they are actually getting.

This can include reviewing financial information, contracts, corporate records, litigation, real estate documents, intellectual property, employment matters, regulatory issues, and other potential liabilities.

The goal is not simply to determine whether the business looks profitable. It is to identify problems before they become the buyer’s problems.

Which Is Better for a Business Buyer?

There is no one-size-fits-all answer. An asset purchase may make sense when a buyer wants to acquire particular assets while limiting the scope of the transaction. A stock purchase may make more sense when preserving the existing company’s operations, contracts, licenses, and structure is particularly important.

For sellers, the analysis is different. Tax considerations, retained liabilities, contractual obligations, and the structure of the transaction can all affect the decision.

The important question is not simply “Asset purchase or stock purchase?” It is “Which structure makes sense for this particular transaction?”

Protecting Your Interests in a Florida Business Acquisition

Buying or selling a business involves considerably more than agreeing on a purchase price. The structure of the transaction can affect ownership, liabilities, contracts, assets, and future disputes. A carefully drafted business purchase agreement should reflect the actual deal and protect the parties from risks that may not be obvious at the negotiating table.

At Ayala Law, we represent businesses and entrepreneurs in business transactions and business litigation, including business purchases and sales, contract matters, shareholder disputes, and related commercial issues.

If you are considering buying or selling a business in Florida, please don’t hesitate to contact one of our experienced attorneys at 305-570-2208.

You can also contact our team directly at: arianna@ayalalawpa.com                  

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].